4//SEC Filing
CEPHEID 4
Accession 0001209191-16-148763
CIK 0001037760operating
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 7:44 PM ET
Size
31.3 KB
Accession
0001209191-16-148763
Insider Transaction Report
Form 4
CEPHEIDCPHD
Fitzgerald Mike
EVP, Global Human Resources
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−56,000→ 0 totalExercise: $35.73Exp: 2019-01-13→ Common Stock (56,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−40,000→ 0 totalExercise: $46.67Exp: 2021-01-01→ Common Stock (40,000 underlying) - Disposition to Issuer
Common Stock
2016-11-04−18,472→ 0 total - Disposition to Issuer
Performance Stock Unit
2016-11-04−25,250→ 0 totalExercise: $0.00→ Common Stock (25,250 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−22,500→ 0 totalExercise: $35.72Exp: 2019-04-24→ Common Stock (22,500 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−33,750→ 0 totalExercise: $56.88Exp: 2022-04-27→ Common Stock (33,750 underlying) - Disposition to Issuer
Restricted Stock Units
2016-11-04−3,407→ 0 totalExercise: $0.00→ Common Stock (3,407 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−33,750→ 0 totalExercise: $38.66Exp: 2020-04-29→ Common Stock (33,750 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−41,250→ 0 totalExercise: $45.84Exp: 2021-04-21→ Common Stock (41,250 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2016-11-04−50,500→ 0 totalExercise: $35.94Exp: 2023-04-25→ Common Stock (50,500 underlying)
Footnotes (12)
- [F1]Upon the Closing, (i) 938 of these restricted stock units ("RSUs") were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to these RSUs and the Merger Consideration and (ii) 1406 of these RSUs were assumed by Acquirer and converted into and became the right to receive, on the same terms and conditions as were applicable under such RSUs immediately prior to the Closing, a number of shares of Acquirer common stock equal to the number of shares of Issuer's Common Stock that were subject to such RSUs multiplied by an exchange ratio equal to the quotient obtained by dividing (a) the Merger Consideration by (b) the volume-weighted average of the trading prices of the shares of Acquirer common stock on the NYSE, for the ten trading days ending with, and including, November 4, 2016 ("Exchange Ratio").
- [F10]Upon the Closing, this option was cancelled and ceased to exist without receiving any payment therefor.
- [F11]Upon the Closing, 39,166 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 834 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio.
- [F12]Upon the Closing, 21,041 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 29,459 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio.
- [F2]On September 2, 2016, the Issuer entered into an Agreement and Plan of Merger ("Merger Agreement") with Danaher Corporation, a Delaware corporation (the "Acquirer"), and Copper Merger Sub, Inc., a California corporation and a wholly-owned subsidiary of the Acquirer. Upon the closing of the transactions contemplated by the Merger Agreement on November 4, 2016 (the "Closing"), each of the Reporting Person's shares of the Issuer's Common Stock was cancelled and converted into the right to receive $53 in cash, without interest (the "Merger Consideration").
- [F3]Upon the Closing, 100% of the Reporting Person's unvested PSUs were accelerated and converted into the right to receive $53.00 per share, without interest.
- [F4]The performance stock units will vest and be settled in shares of common stock based on the level of achievement of certain performance factors related to the company's revenue growth and operating margin over the three year performance period from January 1, 2016 to December 31, 2018. Depending on the level of performance, the number of shares of common stock delivered upon settlement can range from 0% to 125% of the target number represented above.
- [F5]Upon the Closing, (i) 2594 of these restricted stock units ("RSUs") were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to these RSUs and the Merger Consideration and (ii) 813 of these RSUs were assumed by Acquirer and converted into and became the right to receive, on the same terms and conditions as were applicable under such RSUs immediately prior to the Closing, a number of shares of Acquirer common stock equal to the number of shares of Issuer's Common Stock that were subject to such RSUs multiplied by an exchange ratio equal to the quotient obtained by dividing (a) the Merger Consideration by (b) the volume-weighted average of the trading prices of the shares of Acquirer common stock on the NYSE, for the ten trading days ending with, and including, November 4, 2016 ("Exchange Ratio").
- [F6]25% of the RSUs vest on the one-year anniversary of the grant date, then 6.25% of the RSUs vest each quarterly anniversary thereafter, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
- [F7]Upon the Closing, 100% of these options were cancelled and converted into the right to receive an amount of cash equal to the number of shares outstanding under this option multiplied by $53 minus the option exercise price.
- [F8]25% of the shares subject to the grant vest and become exercisable on the one-year anniversary of the grant date, then 2.0833% of the shares subject to the grant vest and become exercisable each month thereafter, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.
- [F9]Upon the Closing, 37,812 shares of the Issuer's Common Stock subject to this option were cancelled and converted into the right to receive from the Acquirer an amount in cash equal to the product of the aggregate number of shares of the Issuer's Common Stock subject to this option and the Merger Consideration over the per share exercise price of this option; and 3438 shares of the Issuer's Common Stock subject to this option were assumed and converted into and became an option to acquire a number of shares of Acquirer common stock, on the same terms and conditions as were applicable under such option immediately prior to the Closing, equal to the number of shares of Issuer Common Stock subject to such option multiplied by the Exchange Ratio.
Documents
Issuer
CEPHEID
CIK 0001037760
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0001037760
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 7:44 PM ET
- Size
- 31.3 KB